Your directors have pleasure in presenting the 39^thAnnual Report together with the
Audited Statement of Accounts and the Auditors’ Report of your company for the financial
year ended, 31^st March, 2025.

FINANCIAL HIGHLIGHTS

CHANGE OF BUSINESS IF ANY:

The Company continues to operate in the near-shore marine services segment in India,
while steadily expanding its clientele through strategic partnerships with new customers.
In addition to its core operations, the Company has broadened its service offerings to
include vessel deployment for crew transfers and marine survey operations, thereby
enhancing its value proposition in the maritime sector.

In line with its long-term strategic vision and leveraging its engineering capabilities, robust
financial position, and prudent business acumen, the Company now proposes to diversify
into shore-based infrastructure projects, with a focus on sectors such as oil, gas, and
water management. This proposed expansion is intended to further strengthen the
Company’s market presence, diversify revenue streams, and enhance stakeholder value
by tapping into synergistic and high-growth opportunities within the infrastructure domain.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND:

Pursuant to the provisions of the Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer & Refund) Rules, 2016, all dividends remaining unpaid or
unclaimed for a period of 7 years from the date of their transfer are required to be
transferred by the Company to the Investor Education and Protection Fund (IEPF)
established by the Government of India. Accordingly, all unpaid or unclaimed dividends
up to the financial year 2017-18 have become due for transfer, and the Company has
completed the process and filed the relevant forms. Further, as per the aforementioned
provisions, all relevant shares corresponding to the unpaid/unclaimed dividends have
also been transferred to the demat account of the IEPF Authority as per the specified
details.

MATERIAL CHANGES AND COMMITMENTS:

The particulars as required under the provisions of Section 134(3) (l), no changes have
occurred which have affected the financial position of the company between 31^stMarch
2025 and the date of Board's Report.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on
March 31, 2025 is available on the Company’s website.

MEETINGS OF THE BOARD OF DIRECTORS:

During the Financial Year 2024-25, the Company held 5 board meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 which is summarized as below. The
provisions of Companies Act, 2013 and listing agreement were adhered to while
considering the time gap between two meetings.

DIRECTORS' RESPONSIBILITY STATEMENT:

a. Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to
material departures.

b. The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true
and fair view of state of affairs of the company at the end of the financial year and of profit
and loss of the company for that period.

c. The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities.

d. The directors have prepared the annual accounts on a going concern basis; and

e. The directors, in the case of a listed company, had laid down internal financial controls
to be followed by the company and that such internal financial controls are adequate and
were operating effectively.

AUDITORS:

The Members of the Company, at the Annual General Meeting held on 13^th August, 2025,
approved the appointment of M/s. Kirtane & Pandit LLP, Chartered Accountants (ICAI
Firm Registration No. 105215W / W100057) as the Statutory Auditors of the Company
for a period of five consecutive financial years, commencing from the conclusion of the
said Annual General Meeting until the conclusion of the 44th Annual General Meeting of
the Company.

The Statutory Auditors have confirmed that they continue to meet the eligibility criteria as
prescribed under the provisions of the Companies Act, 2013, the Companies (Audit and
Auditors) Rules, 2014, and applicable guidelines issued by the Institute of Chartered
Accountants of India (ICAI). They have also confirmed that there are no disqualifications
or circumstances which would render them ineligible for continuation of their appointment.

AUDITOR’S REPORT

There are remarks given by the Auditor in their Report as below:

1. The Company has delayed transferring Rs. 5.09 lakh to the Investor Education and
Protection Fund. The same is now in process.

REPORTING OF FRAUD BY AUDITORS

During the year under review, statutory auditor has not reported any instances of Fraud
committed against the Company by its officers or employee, the details of which needed
to be reported to the Board as per Section 143(12) of the Companies Act, 2013.

LOANS, GUARANTEES AND INVESTMENTS:

The Company had disclosed loans, guarantees or investments made under Section 186
of the Companies Act, 2013 during the year under review in the financial statement if
applicable.

RELATED PARTY TRANSACTIONS:

The company had disclosed the transaction with related parties in the financial statement
if applicable.

DIRECTORS & KMP: REMUNERATION TO THE KEY MANAGEMENT PERSONNEL
(KMP)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with
Rule 8(3) of the Companies (Accounts) Rules, 2014, the requisite information relating to
conservation of energy, technology absorption and foreign exchange earnings and outgo
for the financial year ended 31st March, 2025 is provided hereunder:

A. Conservation of Energy and Technology Absorption

Given the nature of operations of the Company, which primarily involves marine and
offshore services, the particulars relating to conservation of energy and technology
absorption are stated to the extent applicable.

(a) Conservation of Energy:

Steps Taken for Energy Conservation and Use of Alternate Energy Sources:

• The Company has implemented a fuel-saving scheme across its fleet of vessels to
optimize fuel consumption and reduce operational costs.

• These efforts directly contribute to minimizing the Company's carbon footprint and
support environmental sustainability.

• Waste generated on board is systematically recycled in accordance with
environmental compliance practices.

(b) Capital Investment on Energy Conservation Equipment:

• No significant capital expenditure was incurred during the year under review
specifically towards energy conservation equipment.

• However, the Company has made operational improvements, including downsizing of
engine capacity on certain vessels, which has resulted in reduced fuel usage and lower
emissions.

(c) Technology Absorption:

1. Efforts Made for Technology Absorption:

• The Company continues to actively pursue and adopt new and advanced marine
technologies to align with international maritime standards.

• Technical teams are being trained and equipped to work with modern systems
onboard, with emphasis on operational efficiency.

2. Benefits Derived from the Above Initiatives:

• The above measures have led to considerable fuel savings, improved operating
efficiency, and reduced environmental impact.

• These improvements have positively impacted both customer satisfaction and cost-
effectiveness of the Company’s operations.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of foreign exchange earnings and outgo during the financial year ended 31^st
March, 2025, as compared to the previous year, are provided below:

(i) Foreign Exchange Earnings:

(ii) Foreign Exchange Outgo:

MARKET AND OPERATIONAL RISK MANAGEMENT OVERVIEW

The ongoing geopolitical tensions in the Middle East, particularly the conflict in Gaza and the
broader Israel-Hamas hostilities, continue to influence global energy markets. Heightened
friction between Israel and Iran has raised concerns over the stability of oil supply routes in
the region. International agencies, including the World Bank, have cautioned that a direct
escalation between these nations could significantly disrupt oil supply chains, potentially
triggering a sharp increase in global crude oil prices.

Paradoxically, despite such elevated risks and regional volatility, crude oil prices have
witnessed a notable decline in the current financial year due to global macroeconomic factors,
reduced demand forecasts, and strategic inventory releases by key oil-consuming nations.
This softening of oil prices has had a cascading impact on the broader oil and gas sector,
leading to project deferments and constrained capital expenditure by upstream players.

In response to these market dynamics, the Company has strategically realigned its operations
with a continued focus on near-shore and harbor-based activities, which offer relative stability
and sustained demand. This approach serves as a risk mitigation measure, ensuring
business continuity and revenue stability amidst global uncertainty in offshore exploration
activities.

Additionally, as the Company expands its fleet to capitalize on new opportunities and service
a growing client base, it remains cognizant of the operational risks associated with fleet
management, particularly mechanical reliability and downtime. To proactively address these
risks, the Company has significantly invested in strengthening its preventive maintenance
protocols, enhancing in-house technical capabilities, and implementing stringent quality
control measures. These initiatives are aimed at safeguarding asset performance, minimizing
unplanned outages, and ensuring optimal utilization of resources.

Through these strategic and operational measures, the Company remains well-positioned to
navigate evolving global challenges while continuing to deliver value to its stakeholders.

DEPOSITS/PUBLIC DEPOSITS:

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY:

As per Section 135(5) of the Companies Act, 2013 and Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and schedule VII of the Companies
Act, 2013, the company has duly constituted CSR Committee. The committee has
decided the activities to be undertaken by the company and the expenditures to be
incurred on the same and recommended the same to the board therefore the board
approved the CSR policy.

ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has conducted an
annual performance evaluation of its own performance, the performance of individual
directors, as well as the functioning of its Audit, Nomination & Remuneration, and
Compliance Committees. A structured questionnaire was developed, incorporating inputs
from the Directors, which covered various aspects of the Board’s functioning, including
the adequacy of its composition, Board culture, execution of duties, obligations, and
governance practices.

A separate evaluation was undertaken for individual Directors, including the Chairman of
the Board, based on criteria such as level of engagement and contribution, independence
of judgment, and safeguarding the interests of the Company and its minority
shareholders. The performance evaluation of Independent Directors was carried out by
the entire Board, while the evaluation of the Chairman and Non-Independent Directors
was conducted by the Independent Directors, who also reviewed the performance of the
Secretarial Department.

The Board of Directors of the Company hereby confirms that all the independent directors
duly appointed by the Company have given the declaration and they meet the criteria of
independence as provided under section 149(6) of the Companies Act, 2013.

REMUNERATION POLICY- REMUNERATION TO EXECUTIVE DIRECTORS:

The remuneration paid to Executive Directors is recommended by the Nomination and
Remuneration Committee and approved by the Board in the Board meeting, subject to
the subsequent approval of the shareholders at the General Meeting and such other
authorities, as may be required. The remuneration is decided after considering various
factors such as qualifications, experience, performance, responsibilities shouldered,
industry standards as well as financial position of the Company.

Any director who is in receipt of any commission from the company and who is a
managing director or whole-time director of the company shall not be disqualified from
receiving any remuneration or commission from any holding company or subsidiary
company of such company. (Section 197 (14))

REMUNERATION TO NON-EXECUTIVE DIRECTORS:

No remuneration has been paid to Non-executive Directors of the company during the
year. The company shall disclose the number of shares and convertible instruments held
by non-executive Directors.

SECRETARIAL AUDIT REPORT AND MANAGEMENT’S REPLY TO QUALIFICATIONS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors had appointed M/s. R S Rajpurohit & Co., Practicing Company
Secretaries, Mumbai, as the Secretarial Auditor of the Company for the financial year
ended 31^st March, 2025.

The Secretarial Auditor has conducted the audit of the secretarial and compliance records
of the Company and submitted their report in Form MR-3, which is annexed to the Board’s
Report as Annexure-II.

The Secretarial Audit Report contains the following qualifications, reservations, or
adverse remarks, and the Board’s explanations thereto are provided as under:

“The Company was delayed in filing certain statutory forms with the Registrar of
Companies and in transferring the unclaimed dividend amounts to the Investor
Education and Protection Fund (IEPF) as required under Sections 124 and 125 of
the Companies Act, 2013. The Company has also not fully complied with the IEPF-
related procedural requirements. ”

Management’s Explanation:

The Board acknowledges the delay in filing certain e-forms and transferring the
unclaimed dividend amounts to the IEPF within the prescribed timelines. The delays
were primarily on account of administrative and technical constraints during the transition
phase of the Company’s compliance management systems. The Company has since
initiated corrective actions, including engaging a dedicated compliance team and
implementing a structured calendar for statutory filings to prevent recurrence. The
pending IEPF compliance processes are being actively pursued, and the necessary
filings and transfers are being regularized in a time-bound manner.

Observation 2:

“As per Rule 6(4) of the Companies (Appointment and Qualification of Directors)
Rules, 2014, every individual appointed as an Independent Director is required to
pass the online proficiency self-assessment test conducted by the Indian Institute
of Corporate Affairs (IICA) within the prescribed timeline, unless specifically
exempted. During the course of audit, it was observed that the certificate of
completion of the said proficiency test was not submitted by one of the
Independent Directors and was not made available for verification. ”

Management’s Explanation:

The Company acknowledges that, during the audit period, the certificate confirming
successful completion of the Independent Director Online Proficiency Self¬
Assessment Test as mandated under Rule 6(4) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, was not submitted by one of its Independent
Directors and hence could not be produced for verification during the Secretarial Audit.

The delay was due to unforeseen personal and procedural constraints on the part of
the concerned Director. The Company has taken cognizance of the same and is
coordinating with the Director to ensure completion of the proficiency test and submission
of the certificate in compliance with applicable regulatory requirements. The Board
remains committed to maintaining the highest standards of governance and regulatory
compliance in line with the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of
the Listing Agreement, the company has established Vigil Mechanism for directors and
employees to report genuine concerns and made provisions for direct access to the
chairperson of the Audit Committee. Company has formulated the present policy for
establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its
stakeholders, Directors and employees, to freely communicate and address to the

Company their genuine concerns in relation to any illegal or unethical practice being
carried out in the Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has a well-established framework of internal operational and financial
controls, including suitable monitoring procedures systems which are adequate for the
nature of its business and size of the operations.

CORPORATE GOVERNANCE REPORT AND CERTIFICATE:

SEBI Regulations on compliance of conditions of Corporate Governance does not apply
to the Company. However, Company is complying with all other SEBI regulations and
listing agreements.

By the order of the Board For
DUKE OFFSHORE LIMITED
SD/-

Avik George Duke
Place: Mumbai
Managing Director
Date: 18/07/2025
DIN: 02613056